/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT AUTHORIZED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, May 30, 2019 /CNW/ - Universal mCloud
Corp. (TSXV: MCLD) (OTCQB: MCLDF) (the "Company")
is pleased to announce a private placement offering of up to
$10,000,000 aggregate principal
amount of convertible unsecured subordinated debentures (the
"Debentures") at a price of $100 per Debenture (the
"Offering").
The Debentures will bear interest from each applicable issuance
date at 10% per annum, calculated and paid quarterly on the last
day of August, November, February and May of each year. The first
interest payment will be made on August 31,
2019 and will consist of interest accrued from and including
the closing of each tranche of the Offering (each, a "Closing
Date") to August 31, 2019. The
Debentures will mature on the date that is 36 months following the
initial Closing Date (the "Maturity Date").
The principal amount of the Debentures will be convertible into
units of the Company (the "Units") at the option of the
holder at any time prior to the close of business on the last
business day immediately preceding the Maturity Date, at a
conversion price of $0.50 per Unit
(the "Conversion Price"), subject to adjustment in certain
events. Holders converting their Debentures will receive accrued
and unpaid interest thereon in cash for the period from and
including the date of the latest interest payment date to, but
excluding, the date of conversion.
Each Unit will be comprised of: (i) one common share of the
Company (each, a "Common Share"); and (ii) one Common Share
purchase warrant (each, a "Warrant"). Each Warrant will be
exercisable to acquire one Common Share at an exercise price of
$0.75 per Common Share, subject to
adjustment in certain events, until the date that is the earlier
of: (i) 60 months following the initial Closing Date; and (ii) the
date specified in any Acceleration Notice (as defined below).
Beginning on the date that is four months plus one day following
the last Closing Date, but subject to receipt of any required
approvals, the Company will have the right to accelerate the expiry
date of the Warrants to a date which is not less than 21 days after
the date on which a written notice is provided to the holders of
Warrants should the daily volume weighted average trading price of
the Common Shares be greater than $2.50 (subject to adjustment in certain events)
for any 30 consecutive trading days on the TSX Venture Exchange
(the "TSXV").
Beginning on the date that is four months plus one day following
the last Closing Date, but subject to receipt of any required
approvals, the Company may force the conversion of all of the
principal amount of the then outstanding Debentures at the
Conversion Price on not less than 21 days' notice should the daily
volume weighted average trading price of the Common Shares be
greater than $2.50 (subject to
adjustment in certain events) for any 30 consecutive trading days
on the TSXV.
Upon a change of control of the Company, on the date that is not
less than 30 days following the giving of notice of the change of
control, the holders of Debenture shall, in their sole discretion,
have the right to require the Company to, either: (i) purchase the
Debentures at 100% of the principal amount thereof plus unpaid
interest to the Maturity Date; or (ii) if the change of control
results in a new issuer, convert the Debenture into a replacement
debenture of the new issuer in the aggregate principal amount of
101% of the aggregate principal amount of the Debenture.
The net proceeds received by the Company will be used, in part,
to: (a) satisfy all outstanding cash obligations of the Company in
connection with (i) the Company's previously announced acquisition
of Flow Capital Corp.'s royalty interest in Agnity Global, and (ii)
the Company's proposed acquisition of CSA, Inc.; (b) fund ongoing
working capital requirements; and (c) fund the proposed expansion
of the Company's business, including its international
operations.
The Debenture will be offered and sold by private placement (i)
in Canada to "accredited
investors" within the meaning of NI 45-106 - Prospectus
Exemptions and other exempt purchasers in each province of
Canada, and (ii) outside
Canada and the United States on a basis which does not
require the qualification or registration of any of the Debentures
or the Company. All securities issued under the Offering will be
subject to a statutory four month hold period.
Closing of the Offering is subject to the satisfaction of
customary conditions, including the approval of the TSXV. The
Offering is expected to be completed in multiple tranches, with the
initial closing to occur on or about June
12, 2019.
About Universal mCloud Corp.
Universal mCloud is creating a more efficient future with the
use of AI and analytics, curbing energy waste, maximizing energy
production, and getting the most out of critical energy
infrastructure. Headquartered in Vancouver, Canada, with technology and
operations centers in San Francisco,
CA, and Bristol, PA, mCloud
takes advantage of IoT sensors to bring data from connected assets
into the cloud, applying AI and analytics to maximize their health
and performance. Today, mCloud offers complete asset management
solutions to four distinct segments: smart buildings, wind energy,
utilities, and oil and gas. With over 100 blue chip customers and
more than 28,000 assets connected in thousands of locations
worldwide, mCloud is changing the way energy assets are managed.
For more information, visit www.mcloudcorp.com.
Forward-Looking Information and Statements
This press release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
legislation and may also contain statements that may constitute
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Such forward-looking information and forward-looking
statements are not representative of historical facts or
information or current condition, but instead represent only the
Company's beliefs regarding future events, plans or objectives,
many of which, by their nature, are inherently uncertain and
outside of the Company's control. Generally, such forward-looking
information or forward-looking statements can be identified by the
use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or may contain statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "will
continue", "will occur" or "will be achieved". The forward-looking
information contained herein includes, but is not necessarily
limited to, the completion of the Offering and the use of proceeds
of the Offering by the Company.
By identifying such information and statements in this manner,
the Company is alerting the reader that such information and
statements are subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements.
An investment in securities of the Company is speculative and
subject to several risks as discussed under the heading "Risk
Factors" on pages 29 to 46 of the Company's filing statement dated
October 5, 2017. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information and forward-looking statements, there
may be other factors that cause results not to be as anticipated,
estimated or intended.
In connection with the forward-looking information and
forward-looking statements contained in this press release, the
Company has made certain assumptions. Although the Company believes
that the assumptions and factors used in preparing, and the
expectations contained in, the forward-looking information and
statements are reasonable, undue reliance should not be placed on
such information and statements, and no assurance or guarantee can
be given that such forward-looking information and statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements
that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward- looking information and statements attributable to the
Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") or any U.S. state securities laws, and may
not be offered or sold in the United
States or to, or for the account or benefit of, United States persons absent registration or
any applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
SOURCE Universal mCloud Corp.